Rocky Starns
About Rocky Starns
Marion “Rocky” Starns is Executive Vice President and Chief Operating Officer of ScanTech AI Systems Inc. (STAI) since the January 2025 business combination; he previously served as Chief Technology Officer of ScanTech Identification Beam Systems, LLC (SIBS) from June 1, 2011 onward . He is 76, with a B.S. in Electrical Engineering (University of Texas) and an M.S. in Management as an Alfred P. Sloan Fellow (Stanford GSB) . The proxy does not disclose TSR, revenue growth, or EBITDA growth for assessing pay-for-performance; the Compensation Committee is expected to determine a new framework now that the company is public .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ScanTech Identification Beam Systems, LLC (SIBS) | Chief Technology Officer | 2011–present | Led design/manufacturing/testing of advanced X-ray inspection systems for homeland security applications . |
| ScanTech AI Systems Inc. (STAI) | EVP & Chief Operating Officer | 2025–present | Operational leadership post-business combination; executive officer of public parent . |
| Tano Automation | Chief Executive Officer | Not disclosed | Leadership in manufacturing/engineering; cited as prior CEO role . |
| Renishaw, Inc. | Chief Executive Officer | Not disclosed | Leadership in precision engineering; cited as prior CEO role . |
| The Square D Company | General Manager | Not disclosed | Senior operating role in industrial/manufacturing . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No external public-company directorships or committee roles disclosed for Starns . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $295,000 | $335,000 |
| Target Bonus (%) | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | — | $142,000 |
| All Other Compensation ($) | $15,145 | — |
| Total Cash ($) | $310,145 | $477,000 |
Contract reference points:
- Starns Employment Agreement (SIBS, June 1, 2011): base salary $380,000; voluntarily reduced to $295,000 in Aug 2020 .
- Severance: six months’ base salary if terminated without Cause (as defined) under the Starns Agreement .
Performance Compensation
| Incentive Type | Metric/Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Bonus (Cash) | Not disclosed | Not disclosed | $142,000 for 2024 | N/A (cash) |
| Stock Awards (e.g., RSUs/Restricted Stock/Performance Awards) | Not disclosed | Not disclosed | $400,000 fair value (2024) | No unvested units outstanding as of 12/31/2024 |
Plan-level features shaping performance incentives and vesting:
- 2025 Equity Incentive Plan permits options, restricted stock, RSUs, and performance awards; Administrator sets vesting criteria (including performance goals) and may accelerate vesting .
- Change-in-control: options become exercisable, RSUs/restricted stock become fully vested, and performance award conditions lapse .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Marion “Rocky” Starns | 169,480 | <1% |
Additional alignment indicators:
- Outstanding unvested equity: none as of 12/31/2024 for Starns .
- Anti-hedging/pledging policy: prohibits hedging and pledging for certain directors/officers (reduces misalignment/financing risk) .
- Clawback policy: recovery of erroneously awarded incentive compensation for covered executive officers over the prior 3 completed fiscal years upon an accounting restatement, per SEC/Nasdaq rules .
2025 plan capacity and dilution backdrop:
- Original 2025 Plan reserve (Dec 2024): 4,000,000 shares; fully allocated as time-based RSUs to employees/directors during 2025 .
- Proposed increase: +6,800,000 shares (total 10,800,000) and adoption of a 3% annual “evergreen” for 2026–2035, subject to Board discretion .
Employment Terms
| Provision | Economics/Terms |
|---|---|
| Role/Tenure | EVP & COO of STAI since January 2025; CTO of SIBS since June 1, 2011 . |
| Base Salary (Agreement) | $380,000 original (2011); reduced to $295,000 in Aug 2020 . |
| Severance | Six months’ base salary if terminated without Cause (Starns Agreement) . |
| Change-of-Control (Plan) | Automatic vesting acceleration of options/RSUs/restricted stock; performance award conditions lapse . |
| Clawback | Recovery of erroneously awarded incentive comp upon restatement (3 fiscal years lookback) . |
| Hedging/Pledging | Prohibited for certain directors/officers under insider trading policy . |
| Non-compete / Non-solicit | Not disclosed in proxy . |
Compensation Committee Analysis
- Members: Keisha Lance Bottoms (Chair), Bradley Buswell, James Jenkins; all independent under Nasdaq standards for compensation committees .
- Processes: Meets at least twice annually; oversees CEO and officer pay, equity/incentive plans; can retain independent advisors; committee formed in January 2025 (no 2024 meetings) .
- Plan administration: Committee/Administrator holds broad authority over award design, vesting criteria, modifications, and accelerations (subject to plan rules; repricing of underwater options prohibited without shareholder approval) .
Investment Implications
- Pay mix shift to equity: 2024 introduced a $400,000 stock award, signaling a move toward equity-based alignment post going-public; however, no unvested units at 12/31/2024 suggests limited near-term forced selling from scheduled vesting and possibly time-based grants that vested quickly or awards granted late in FY with different structure .
- Ownership alignment is modest: Starns’ stake (<1%) limits “skin-in-the-game” leverage; watch for future RSU grants under the expanded/evergreen plan and any ownership guideline adoption to strengthen alignment .
- Retention risk appears moderate: Long tenure at SIBS and modest severance (six months base) suggest standard retention economics; change-in-control acceleration under the 2025 Plan provides protection for awarded equity if a transaction occurs .
- Selling pressure/overhang: Company-wide RSU issuance in 2025 and proposed plan expansion/evergreen create potential future dilution and vesting cadence; monitor Form 4 activity for Starns to track grant dates, vest tranches, and any sales following vesting .
- Governance/financing backdrop: Material weaknesses in ICFR and auditor transition, reverse split authorization, and a large ELOC (potentially >20% issuance) indicate financing/dilution and listing compliance priorities that may influence incentive metric design and equity usage; these company-level risks can affect realized pay-for-performance outcomes .
Monitoring priorities: forthcoming Compensation Committee framework (metrics/weights), 2025–2026 award grants/vesting schedules, insider Form 4s, and any adoption of ownership guidelines—each materially impacts alignment, retention, and trading signals .